To,
The Members,
Synergy Green Industries Limited.
Your Directors have pleasure in presenting before you the 16th Annual Report of the Company along with audited financial statement for the year ended March 31, 2026.
Directors have tried to maintain coherence in disclosures and flow of the information by clubbing required information topic-wise and thus certain information which is required in Directors Report is clubbed elsewhere and has to be read as a part of Directors Report.
1. Financial Results
The following are the financial results of the Company for the year ended March 31, 2026:
(Rs. In Lakhs)
| Standalone | Consolidated | |||
| Particulars | For the Year ended on March 31, 2026 | For the Year ended on March 31, 2025 | For the Year ended on March 31, 2026 | For the Year ended on March 31, 2025 |
| Total Income | 37,637.36 | 36,368.30 | 37637.36 | 36,368.30 |
| Profit Before Depreciation, Interest & | 4,932.18 | 5,369.91 | 4932.00 | 5,369.91 |
| Tax | ||||
| Depreciation & Amortization | 2,032.87 | 1,302.09 | 2,032.87 | 1,302.09 |
| Finance Cost | 2,078.61 | 1,569.23 | 2,078.61 | 1,569.23 |
| Profit Before Tax / (Loss) & Exception - | 820.70 | 2,498.59 | 820.52 | 2,498.59 |
| al items | ||||
| Exceptional items (Statutory impact of | 65.42 | - | 65.42 | - |
| New Labour Code) | ||||
| Provision for Tax, (including deferred tax adjustment, short provision for tax) | 289.45 | 809.77 | 289.45 | 809.77 |
| / MAT Credit entitlement | ||||
| Profit after Tax / Net Profit / (Loss) | 465.83 | 1,688.82 | 465.65 | 1,688.82 |
| Other Comprehensive Income | 36.55 | 17.17 | 36.55 | 17.17 |
| Total Comprehensive Income for the period (Comprising Profit (Loss) and other Comprehensive Income for the period) | 502.38 | 1,705.99 | 502.20 | 1,705.99 |
| Earnings Per Share (EPS) | 3.00 | 11.14 | 3.00 | 11.14 |
2. State of Company Affairs a) For the financial year 2025-26, your company has recorded total income ofRs.37,637.36 Lakhs as against Rs.36,368.30 Lakhs in the previous year and recorded a marginal growth of 3.49%. b) During the year, export revenues are Rs.10,564.63 Lakhs as against Rs.9,777.44 Lakhs during previous year. There is an increase in export sales by 8.05%. c) During the year, absolute PBDIT stands at Rs.4,932.18 Lakhs as against Rs.5,369.91 Lakhs last year which shows reduction in PBDIT by 8.15%. d) During the year, Company achieved a Profit after Tax of Rs.465.83 Lakhs as against Rs. 1,688.82 Lakhs during previous year.
3. Industry Update & Future Outlook
The global energy transition is not just a policy directive it is an economic reality shaping industries and investments. By 2025, the global economy is expected to surpass $112 trillion, with energy contributing around 7% of this figure. Within this landscape, renewables are projected to command a 70% share of world electricity generation by 2050, overtaking conventional sources through exponential growth in offshore wind, onshore wind, and solar energy. Governments across the globe including India through its Panchamrit commitments are setting ambitious net zero, emissions reduction, and renewable capacity goals. From the Paris Agreements 1.5?C target to Indias pledge of sourcing 50% energy from renewables by 2030, the momentum is decisive. Further, the ongoing West Asia conflict and resulting energy crisis has intensified the global shift towards renewable energy, with focus on secure, independent and sustainable sources.
Global Renewable and Wind Energy Industry The global wind industry achieved a historic milestone in 2025, adding a record 165 GW of new capacityan approximate 40% year-over-year increase. This surge brought total global wind capacity to nearly 1,300 GW, led primarily by robust onshore expansions in China, the United States, and India. This rapid acceleration is a critical step toward the COP28 mandate to triple global renewable capacity to 11,000 GW by 2030. Demand is being heavily stimulated by falling technology costs, the rollout of larger 15+ MW turbine and a maturing offshore sector that has surpassed 75 GW. Offshore momentum, with countries like Japan, South Korea, Australia, Vietnam, the Philippines, and Kenya setting ambitious targets. For instance,
Japan aims to achieve 140 GW of offshore wind capacity by 2050, including 60 GW from floating offshore turbines.
The India perspective:
India is one of the worlds leading and fastest-growing wind energy markets. India added approximately 6.34 GW of wind capacity in 2025, marking a 85% increase and reclaiming the third position in the global wind market in 2025. As of end of 2025, India has 54.5 GW of installed onshore wind capacity.
The Ministry of New & Renewable Energy
(MNRE) maintained its wind-specific Renewable
Purchase Obligation (RPO) trajectory, targeting 810 GW of annual onshore wind tenders through 2030, focused on eight key states: Andhra Pradesh, Gujarat, Karnataka, Madhya Pradesh, Maharashtra, Rajasthan, Tamil Nadu, and Telangana.
Offshore wind remains a critical focus area for the long-term development of renewable energy. The Ministry of New and Renewable Energy (MNRE) aims to harness around 70 GW ofoffshore wind off the coasts of Gujarat and
Tamil Nadu. In 2024, India announced a 4 GW tender in Tamil Nadu and a 500 MW project in Gujarat. To attract private investment, the government approved an INR 7,453 crore (USD 893million) Viability Gap Funding (VGF) scheme to support 1 GW of offshore project capacity and port upgrades, along with an Inter-State Transmission System (ISTS) charge waiver until 2032, aimed at reducing early-stage project risks.
4. Economic Environment
In 2025, global growth is estimated to have reached 2.7 percent (as per World Bank Global Economic Prospect, January 2026).
The ongoing conflict in the Middle East is creating unexpected headwinds. Elevated energy prices and supply chain disruptions will increase inflationary pressures across economies, dampen private consumption, and erode investor confidence.
India remained the fastest-growing major economy in FY26, with growth accelerating to
7.6%, supported by low inflation, rationalisation of Goods and Services Tax (GST) slab rates, and more accommodativewind energy monetaryis also conditions.gaining The government maintained high public capital expenditure (3.4% of gross domestic product in the firsthalf of FY 2025-26), particularly in infrastructure and green-transition projects like investments in renewables.
Inflation stayed low for most of the year, with headline inflation averaging 1.9% in FY26. The
Reserve Bank of India cut the policy rate by 125 bps before moving to a neutral stance.
Looking ahead, Indias growth in FY27 is projected at 6.6% (as per World Bank), as the
Middle East conflict raises energy disrupts supply chains, and weighs on domestic and external demand. While Indias macroeconomic buffers remain strong, the outlook underscores the importance of energy diversification, accelerate the transition to renewables, and prudent fiscal management.
5. Quality and Certifications
The Companys compliance with internationally recognised standards affirms our commitment to quality, safety, environment, energy efficiency, and information security. The
Company has established advanced Good Manufacturing Practices (GMP), an NABL accredited laboratory for quality testing, state-of-the-art testing facilities at our plant, enabled eam. t byahighlyqualified The Company is certified for:
ISO 9001:2015 Quality Management
ISO 14001:2015 Environmental Management
ISO 45001:2018 Occupational Health and Safety
ISO 50001:2018 Energy Management
ISO 27001:2022 Information Security Management
PRI (Performance Review Institute) for foundry process and NDT inspection Additionally, the company has secured BIS
Certification for grey iron castings.
6. Dividend
The Companys overall performance during the financial year under review was flat. Based on the performance, the Board of Directors in their meeting held on May 19, 2026, have recommended Preference Dividend of Rs.10/- per Preference Shares of Rs.100/- each on 10%
Redeemable Cumulative Preference Shares for F.Y. 2025-26, subject to approval of members in the ensuing Annual General Meeting.
7. Details of Subsidiaries, Joint Venture (JV) or Associate Companies (AC)
The Company does not have any Subsidiary, Associate and Joint Venture Company. However, the Company has created Synergy Green Industries Limited ESOP Trust (the ESOP Trust) for providing share-based payments, as a vehicle for distributing shares to employees under Employee Stock Option Plan 2025. The Company has treated ESOP Trust as its Controlled entity. Accordingly, Consolidated Financial Statements of the
Company for the financial year 2025-26, have been prepared in compliance with applicable Accounting Standards and on the basis of Audited Financial Statements of the Company and its subsidiary Company.
8. Amounts proposed to be carried to any Reserves
The Company has not transferred any amount to the reserves during the Financial Year ended on March 31, 2026.
9. Change in Capital Structure of the Company
During the year under consideration, there was no change in the Issued and Subscribed Capital Structure of the Company. However the Company has passed the special resolution through postal ballot dated April 22, 2025 for approval of Employee Stock Option Plan 2025
("ESOP 2025") and the company has made all the ESOP Compliances and certificate for the same obtained from the Practicing Company Secretary in annexed as Annexure-C forming a part of Corporate Governance Report.
Further, during the year under report the Company has not made buyback of shares or has not issued Bonus Shares, Sweat Equity
Shares, Equity with differential voting rights.
9A. Employee Stock Option Plan 2025 ("ESOP
2025")
The Nomination and Remuneration Committee and the Board of the Company had in its meeting held on March 18, 2025 approved the formulation of "Employees Stock Option Plan 2025" ("ESOP 2025") for grant of stock options to eligible Directors and Employees of the Company.
The objective of this Scheme is to reward employees for their performance, attract and retain talent, and foster a strong sense of association with the Companys growth and profitability. The detailed Scheme is available at the Companys website at www. synergygreenind.com.
The total number of Options to be granted under the ESOP 2025 shall not exceed 0.50% of the Paid up Equity Share Capital of the company (i.e., not more than 77715 number of equity shares. Each Option when exercised would be converted into 1 (one) equity share of face value of Rs. 10/- (Rupees Ten) each fully paid-up i.e. the total of 22980 Equity Shares representing 0.15% of the total paid up share capital of the Company.
The equity shares to be allotted pursuant to the exercise of the stock options, shall rank pari-passu to the existing Equity Shares in all respects and would not be subject to lock-in. The grants under the ESOP 2025 would be made in conformity with the applicable laws and ESOP 2025. No Stock Options were granted to the eligible employees under the ESOP 2025 during F.Y. 2025-26. Accordingly, as on March 31, 2026 there are no stock options that are either outstanding or exercisable. Further the Nomination and Remuneration Committee (NRC) of your Company has in its meeting held on August 21, 2025, has approved the grant of 22,980 Stock Options to the total of 30 eligible employees of the Company and its Subsidiary Company(ies), in India or outside India, in
Tranche-I, under the ESOP 2025 ("Tranche I Grant") through trust route. The Tranche -I Grant is effective from August 21, 2025. Each stock option carries the right to apply for and be allotted 1 (one) equity share of face value of Rs. 10 each of the Company. The Exercise Price for the above-mentioned Tranche - I Grant of Options shall be 70/- per Option (being granted at a discount of 87% of the Market
Price (rounded off) i.e. closing price of previous trading day from grant day) as approved by the NRC of the Company.
Further details pertaining to the vesting and exercise of the said Tranche- I Grant of Options is available at www.synergygreenind.com. There was no subsequent change made to the ESOP 2025 during the year under review and the said Scheme is in compliance with the SEBI (SBEBSE) Regulations, 2021. The
Certificate from the Secretarial Auditor, Devendra Deshpande, proprietor of M/s. DVD
& Associates, Peer Reviewed Firm of Company Secretaries in Practice (Firm Registration No. S2016MH35900D and COP No. 6515), on the implementation of ESOP 2025 in accordance with Regulation 13 of the SEBI (SBEBSE) Regulations 2021, and the Resolutions passed by the Members for ESOP 2025 has been uploaded on the Companys website at www.synergygreenind.com.
Furthermore, the Company has adhered to the applicable accounting standards in this regard. Information as required under Regulation 14 read with Part F of Schedule I of the SEBI SBEB Regulations 2021 has been uploaded on the Companys website and can be accessed at the www.synergygreenind.com.
DISCLOSURES WITH RESPECT TO EMPLOYEE STOCK OPTION SCHEMES OF THE COMPANY PURSUANT TO REGULATION 14 OF THE SEBI (SHARE BASED EMPLOYEE BENEFITS AND SWEAT EQUITY) REGULATIONS, 2021 AS ON MARCH 31, 2026
During FY 2025-26, the Company had Synergy Green Industries Ltd. (SGIL) Employee Stock
Option Plan 2025 ("ESOP 2025" / "Plan"): During the financial year under review, there has been no material change in the Employee Stock
Option Schemes ("ESOP 2025" / "Plan") of the
Company and same are in compliance with the Companies Act, 2013 read with rules thereunder and the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 and other SEBI Regulations, if any.
Disclosures required under Regulation 14 of SEBI
(Share Based Employee Benefits
Equity) Regulations, 2021, are as under:
A. Relevant disclosures in terms of accounting standards prescribed by the Central Government in terms of section 133 of the Companies Act, 2013 (18 of 2013) including the Guidance note on accounting for employee share-based payments issued in that regard from time to time.
For details, shareholders may refer to the audited financial statements which form part of the Integrated Annual Report FY2025-26.
B. Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance with Indian Accounting Standard 33 - Earnings Per Share issued by Central Government or any other relevant accounting standards as issued from time to time.
Diluted EPS, as per standalone financial statements, for ESOP Schemes for the year ended March 31, 2026 is INR 3.00.
C. Details related to ESOP 2025
I. Description including the general terms and conditions of ESOP 2025 is as follows:
| Sl. No. | Particulars | ESOP 2025 |
| (a) | Date of shareholders approval | April 22, 2025 |
| (b) | Total number of options approved under ESOS | 22,980 |
| (c) | Vesting requirements | Vesting will commence one year after the date of grant at the rate of 33.33% of option granted or at such other rates as may be fixed by the Compensation Committee or Board. |
| (d) | Exercise price or pricing formula | Par value of Rs.70 /- each |
| (e) | Maximum term of options granted | 3 years |
| (f) | Source of shares (primary, secondary or combination) | Secondary |
| (g) | Variation in terms of options | No variation/ modification/ amendment was made in the terms of options during the financial year 2025-26. |
II. Method used to account for ESOS (Intrinsic or fair value): Fair Value
III. Where the company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed: Not Applicable IV. Option movement during FY2025-26:
| Particulars | ESOP 2025 |
| Number of options outstanding at the beginning of the period i.e. April 1, 2025 | 0 |
| Number of options granted (August 21, 2025) during the year | 22,980 |
| Number of options Cancelled/forfeited/ lapsed during the year | 0 |
| Number of options vested during the year | 0 |
| Number of options exercised during the year | 0 |
| Number of shares arising as a result of exercise of options | 0 |
| Money realized by exercise of options, if scheme is implemented directly by the Company (INR) | 0 |
| Loan repaid by the Trust during the year from exercise price received | 0 |
| Number of options outstanding at the end of the year i.e. March 31, 2026 | 22,980 |
| Number of options exercisable at the end of the year i.e. March 31, 2026 | 0 |
V. Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock:
- Weighted-average exercise price: Rs.70
- Weighted-average fair value of options granted during the year: INR 468.26.
VI. Employee wise details (name of employee, designation, number of options granted during the year, exercise price) of options granted to a. Senior managerial personnel as defined under Regulation 16(d) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015:
| Sl. No. | Name of the Senior Managerial Personnel | Designation | Number of Options granted during the year | Exercise Price of Options granted |
| 1 | Rama Balappa Birangaddi | Manager | 675 | 70 |
| 2 | Gajendra Vilas Kapadekar | Asst. Manager | 375 | 70 |
| 3 | Madan Pandharinath Ambekar | Sr. Manager | 1200 | 70 |
| 4 | Aditya Adinath Jarag | Assistant General Manager | 1200 | 70 |
| 5 | Nilesh Mohan Mankar | Manager | 675 | 70 |
| 6 | Pruthviraj Subhash Patil | Manager | 1080 | 70 |
| 7 | Vijay Vasant Patil | Assistant Manager | 525 | 70 |
| 8 | Bamana Chandra Rana | Dy. Manager | 675 | 70 |
| 9 | Sudhansu Shekhar Patra | Asst. Manager | 375 | 70 |
| 10 | Sandeep Shripati Khedkar | Asst. Manager | 375 | 70 |
| 11 | Umesh Dadaso Desai | Asst. Manager | 375 | 70 |
| 12 | Gomtesh Babasaheb Ketkale | Manager | 810 | 70 |
| 13 | Mahesh Hambirrao Chavan | Assistant Manager | 525 | 70 |
| 14 | Sandip Hambirarao Chavan | Dy. Manager | 525 | 70 |
| 15 | Sandip Shamrao Nikam | Assistant Manager | 375 | 70 |
| 16 | B. Dayanithi | Dy. Manager | 525 | 70 |
| 17 | Pandurang Yashwant Lohar | Assistant Manager | 375 | 70 |
| 18 | V. Manickavelusamy | Sr.Dy.General Manager | 1800 | 70 |
| 19 | S. Vimal | Dy. Manager | 630 | 70 |
| 20 | Mani Ganesan | General Manager | 2700 | 70 |
| 21 | Sandip Mahadev Jangam | Assistant Manager | 525 | 70 |
| 22 | Bhagwat Kisanrao Mane | Dy. General Manager | 1500 | 70 |
| 23 | Ratnakar Ramling Gade | Dy. Manager | 810 | 70 |
| 24 | Rahul Shrirang Parle | Dy. Manager | 525 | 70 |
| 25 | Pratik Dukande | Chief Financial Officer | 1200 | 70 |
| 26 | Dhairyashil Rangrao Patil | Dy. Manager | 525 | 70 |
| 27 | Vrushbhanath S. Masutage | Dy. Manager | 525 | 70 |
| 28 | Jayjit Desai | Manager | 675 | 70 |
| 29 | Ashitosh Shrimandhar Aitawade | Assistant Manager | 375 | 70 |
| 30 | Sunil Kalgonda Patil | Dy. Manager | 525 | 70 |
(a) Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year: Nil
(b) Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant: Nil.
VII. A description of the method and significant assumptions used during the year to estimate the fair value of options including the following information: (a) the weighted-average values of share price, exercise price, expected volatility, expected option life, expected dividends, the risk-free interest rate and any other inputs to the model:
| Sl. No. | Particulars | 2025-26 |
| 1 | Stock Price (Rs.) | 530.15 |
| 2 | Strike/ Exercise Price (Rs.) | 70.00 |
| 3 | Expected Life of Options (no. of years) | 2.00 |
| 4 | Risk free rate of interest (%) | 5.81% |
| 5 | Implied Volatility factor (%) | 44.80% |
| 6 | Dividend Yield (%) | 0.19% |
(b) Method used and the assumptions made to incorporate the effects of expected early exercise:
Black-Scholes Options Pricing Model - The assumptions are stated in the above table.
(c) How expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility - Volatility of the Company is worked out on the basis of movement of stock price on NSE based on the price data for last 3 years up to the date of grant.
(d) Whether and how any other features of the options granted were incorporated into the measurement of fair value, such as a market condition Not applicable.
Details related to Trust:
The following details, inter alia, in connection with transactions made by the Trust meant for the purpose of administering the scheme under the regulations are to be disclosed:
(i) General information of scheme
Synergy Green Industries Ltd. (SGIL) Employee Stock Option Plan 2025 (w.e.f. April 22, 2025) are being administered through Synergy Green Industries Limited ESOP Trust.
| Sl. No. | Particulars | Details |
| 1 | Name of the Trust | Synergy Green Industries Limited |
| ESOP Trust | ||
| 2 | Details of the Trustee(s) | Mr. Madan Pandharinath Ambekar |
| Mr. Rama Ballappa Birangaddi | ||
| 3 | Amount of loan disbursed by Company / ,during the year | INR 41,10,000 |
| 4 | Amount of loan outstanding (repayable to company / as at the end of the year | INR 41,10,000 |
| 5 | Amount of loan, if any, taken from any other source for which company / any company in the group has provided any security or guarantee | None |
| 6 | Any other contribution made to the Trust during the year | None. Except loan provided by the Company for purchase of Shares by the Trust |
(ii) Brief details of transactions in shares by the Trust
| Particulars | ESOP 2025 |
| a) Number of shares held at the beginning of the year; | 0 |
| b) Number of shares acquired during the year through | 8,000 |
| (i) secondary acquisition, as a percentage of paid up equity capital as | 0.05% |
| at the end of the previous financial year, along with information on | |
| weighted average cost of acquisition per share; | |
| c) Number of shares transferred to the employees / sold along with the | 0 |
| purpose thereof; | |
| d) Number of shares held at the end of the year | 8,000 |
| (iii) In case of secondary acquisition of shares by the Trust: | |
| Number of shares | |
| As a percentage of paid-up equity capital as at the | 8,000 |
| end of the year immediately preceding the year in | |
| which shareholders approval was obtained | 0.05% |
| Held at the beginning of the year | 0 |
| Acquired during the year | 8,000 |
| Sold during the year | 0 |
| Transferred to the employees during the year | 0 |
| Held at the end of the year | 8,000 |
Provision of Money by Company for Purchase of its Own Shares by Employees or by Trustees for the Benefit of Employees: During the period under review, there we no instances for the company to comply with the provisions of Section 67 of the Companies Act, 2013.
10. Change in the nature of business, if any
During the Financial Year 2025-26 there was no change in the nature of business of the Company.
11. Material changes and commitments if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report
There are no material changes affecting the financial position of the Company subsequent to the close of the Financial Year 2025-26 till the date of this Report.
12. Significant & material orders passed by the Regulators or Courts or Tribunals
There is no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.
13. Board of Directors and Key Managerial Personnel
The Board of the Company comprises an optimum combination of Executive, Non-Executive and Independent Directors.
I. Directors appointed / re-appointed during the year and date of Report a) Mr. Chandan S. Shirgaokar (DIN:00208200), Director, retire by rotation and was re-appointed in the Annual General Meeting held on September 23, 2025. b) The appointment of Mr. Niraj S. Shirgaokar (DIN:00254525), Non Executive Director, was w.e.f. April 02, 2025 due to resignation by Mr. Shishir S. Shirgaokar due to his old age. Mr. Niraj Shirgaokar was appointed in the Board Meeting held on March 18, 2025.
The Nomination & Remuneration Committee and the Board of Directors at their meeting held on March 18, 2025 are of the opinion that Mr. Shishir S. Shirgaokar stepped down from the position of Non-Executive Director of the Company due to his old age, it was proposed that Mr. Niraj Shishir Shirgaokar will be the fit and proper person to fill this vacancy of Non-
Executive Director of the Company considering his seniority and varied experience. c) Mr. Sachin R. Shirgaokar was re-appointed as Chairman & Managing Director in the Board Meeting held on February 11, 2026 for a term of 3 years. His appointment was further confirmed by passing Special Resolution through Postal Ballot
Mr.Sachin Rajendra Shirgaokar, aged 60, serves as the Chairman & Managing Director and is a Promoter of our Company. He holds a Master of Business Administration degree from the USA and a Bachelors degree in Mechanical Engineering from Karnataka University, Bijapur. Actively involved in company management since its inception, he brings over 34 years of industry experience. Mr. Shirgaokar began his career as a Junior Consultant with Sanderson & Associates, New York. Since 1991, he has served as Managing Director at S.B. Reshellers Private Limited. He holds several leadership positions, including Vice Chairman of Youth Development Cooperative Bank Limited, Chairman of India Institute of Foundry Men, Chairman of Gokul Shirgaon Manufacturing Association, and Confederation of Indian Industry. He was initially appointed to the Board as an Additional Director on April 1, 2013, and subsequently confirmed as Managing Director on October 5, 2013. He was further reappointed as Chairman & Managing Director effective from April 1, 2026, for further period of three-years. d) Mr. V. S. Reddy was appointed as Additional Executive Director in the Board Meeting held on February 11, 2026 for a term of 3 years. His appointed was further confirmed by passing Special Resolution through Postal Ballot on March 21, 2026.
Mr. Vendavagali Srinivasa Reddy aged 57 years, is the Whole Time Director of our Company. He holds a degree of Master in Technology from NIFFT, Ranchi and Bachelor in Mechanical Engineering from SKD University Andhra Pradesh. He has also completed Executive General Management from IIM Bangalore. He started his carrier in 1995 as technologist and acquired 29 years of experience in the Industry He handled various responsibility as product development, operation management, green field foundry project design and execution. He also worked with various companies like Simplex Casting Limited, U.P Steels, Larsen & Toubro Limited. He was originally appointed on the Board as Additional Director w.e.f. April 01, 2012 and regularized as Whole Time Director w.e.f. September 28, 2012 and Reappointed as Whole Time Director w.e.f. April 01, 2026 for a period of three years.
e) Mr. Sohan S. Shirgaokar was re-appointed as Non Executive Director in the Board Meeting held on February 11, 2026 for a term of 5 years. His appointment was further confirmed by passing Special Resolution through Postal Ballot on March 21, 2026.
Mr. Sohan Sanjeev Shirgaokar, aged 43, was serving as the Joint Managing Director and Promoter of our company. Mr. Sohan S. Shirgaokar has vide his letter informed the Company of his decision to relinquish the position of Joint Managing Director with effect from 1st April, 2026.
Considering Mr. Sohan S. Shirgaokars long association with the Company since its inception and his valuable contribution to the Company over the years, at the request of the Board and to continue to provide his guidance and experience by appointing him as a Non-Executive Director.
He holds a Master of Business Administration and a Bachelor of Commerce degree from Shivaji University, Kolhapur. Actively involved in company management since its inception, he brings over 21 years of industry experience. Mr. Shirgaokar joined S.B. Resellers Private Limited in 2005 and currently holds the position of Joint Managing Director. He is a Chairman of the Indo American Chamber of Commerce, Pune Chapter, and serves on the board of the Kolhapur Engineering Association, the oldest engineering association in Kolhapur. Additionally, he chairs the CII South Maharashtra Zone and serves as a Co-opted Director of the Shiroli Manufacturers Association of Kolhapur. He also holds the position of Vice President at the Deccan Sugar Technologists Association, Pune, with expertise in legal and financial matters related to the Companies Act and Income Tax Act.
II. Directors resigned during the year and date of Report
No director resigned during the reporting year.
III. KMPs appointed / resigned during the year and date of Report
There was no change in the composition of Key Managerial Persons (KMP).
IV. Directors / KMP who have been appointed / ceased to be Directors and / or KMP after the end of year and date of Report a. Dr. Mallappa Rachappa Desai, Independent Director of the Company, completed his second consecutive term of appointment as Independent Director in accordance with the provisions of Section 149 of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations") and accordingly cease to hold office as Independent Director with effect from March 31, 2026.
The Board places on record its sincere appreciation for the valuable guidance, professional expertise and contributions made by him during his tenure.
Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board of Directors at its meeting held on February 10, 2026 and February 11, 2026 respectively considered and approved the proposal for appointment of Mr. Deepak Vidyadhar Dhadoti (DIN: 00511739) as Independent Directors of the Company and the same was approved by the members by way of Special Resolution on March 21, 2026 through Postal Ballot for a term of five
(5) consecutive years commencing from April 01, 2026 to March 31, 2031, and whose office shall not be liable to retire by rotation.
The Nomination and Remuneration Committee and the Board are of the opinion that the proposed appointees possess the requisite skills, experience, integrity and expertise and that their appointment would be in the best interest of the Company.
Brief profilesof Mr. Deepak V. Dhadoti:
Mr. Deepak Dhadoti is the Founder, Chairman and Managing Director of the Servocontrols Group of Industries and is a distinguished engineer and entrepreneur with extensive experience in precision engineering and aerospace manufacturing. Under his leadership, the Servocontrols Group has grown into a world-class organization supplying critical components to leading Indian and global institutions. His company has made valuable contributions to important national space and defence programs such as Chandrayaan, Mangalyaan and Aditya L1. He is widely respected for his role in promoting indigenous manufacturing, technological innovation and skill development, and for strengthening hcollaboration between industry and research institutions. b. Mrs. Prabha Prakash Kulkarni, Independent Director of the Company, completed her second consecutive term of appointment as Independent Director in accordance with the provisions of Section 149 of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations") and accordingly cease to hold office as Independent Director with effect from March 31, 2026.
The Board places on record its sincere appreciation for the valuable guidance, professional expertise and contributions made by her during her tenure.
Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board of Directors at its meeting held on February 10, 2026 and February 11, 2026 respectively considered and approved the proposal for appointment of Mrs. Meghana Ashok Mulye (DIN: 02591433) as Independent Directors of the Company and the same was approved by the members by way of Special Resolution on March 21, 2026 through Postal Ballot for a term of five
(5) consecutive years commencing from April 01, 2026 to March 31, 2031, and whose office shall not be liable to retire by rotation.
The Nomination and Remuneration Committee and the Board are of the opinion that the proposed appointees possess the requisite skills, experience, integrity and expertise and that their appointment would be in the best interest of the Company.
Brief profilesof Mrs. Meghana A. Mulye:
Mrs. Meghana A. Mulye is an accomplished business leader with over 25 years of professional experience in international business, strategic planning, corporate governance and marketing. She is presently serving as the Joint Managing Director of Poona Couplings Private Limited, where she has played a significant role in building the companys long-term vision and operational excellence. She is also actively associated with industry and professional bodies and contributes as a mentor and speaker on leadership, governance and women empowerment, with a strong focus on board effectiveness and responsible business practices.
V. The present Board of Directors and KMPs of the Company consists of:
| Name of Director & KMP | Category & Designation |
| Mr. Sachin R. Shirgaokar | Chairman & Managing Director |
| Mr. Sohan S. Shirgaokar* | Joint Managing Director |
| Mr. Chandan S. Shirgaokar | Non-Executive Director |
| Mr. Niraj S. Shirgaokar | Non-Executive Director |
| Mr. V. S. Reddy | Executive Director |
| Mrs. Meghana A. Mulye** | Independent Woman Director |
| Mr. Dattaram P. Kamat | Independent Director |
| Mr. Deepak V. Dhadoti*** | Independent Director |
| Mr. Meyyappan Shanmugam | Independent Director |
| Mr. Subhash G. Kutte | Independent Director |
| Mr. Pratik Dukande | Chief Financial Officer |
| Mr. Nilesh M. Mankar | Company Secretary |
*Mr. Sohan Shirgaokar was designated as Non Executive Director w.e.f. April 01, 2026.
**Mrs. Prabha P. Kulkarni, ceased to be Independent Director due to completion of her 2nd term and Mrs. Meghana A. Mulye was appointed as Independent Director w.e.f. April 01, 2026 in her place. ***Dr. Mallappa R. Desai, ceased to be Independent Director due to completion of his 2nd term and Mr. Deepak V. Dhadoti was appointed as Independent Director w.e.f. April 01, 2026 in his place.
V. Directors proposed to be re-appointed at the ensuing Annual General Meeting
Mr. Niraj S. Shirgaokar (DIN: 00254525), Non-Executive Director, retires by rotation at the ensuing
Annual General Meeting and being eligible, offer himself for re-appointment.
VI. Policy on Directors Appointment and Remuneration
The policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attitudes, independence of the directors and other matters provided under section 178(3) of the Act and the listing regulations adopted by the Board is available on the web site of the Company and details of remuneration paid to the Directors are provided in
Annexure IV. We affirm that remuneration paid to the Directors is as per the terms laid down in the
Nomination and Remuneration Policy of the Company.
14. Declaration from Independent Directors
During the year under review, all Independent Directors have given a declaration that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013.
15. Number of Board Meetings held
Total 6 (six) Board Meetings were held during the financial year 2025-26 on:
| 1. | May 09, 2025 | 2. | August 08, 2025 |
| 3. | August 21, 2025 | 4. | September 24, 2025 |
| 5. | November 13, 2025 | 6. | February 11, 2026 |
The intervening gap between the meetings was within the period prescribed under the Act, Secretarial Standards issued by the ICSI and Listing Regulations.
16. Particulars of Employees
The particulars of employees pursuant to Section 197 of the Companies Act, 2013 read with Sub-Rule (2) and (3) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report as an Annexure - IV.
17. Committees
The Company has constituted Audit Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee. Further The details of constitution of these committees are furnished below: Audit Committee:
| Name of Director | Nature of Directorship |
| Mr. Subhash G. Kutte | Independent Director (Chairman) |
| Mrs. Meghana A. Mulye* | Independent Director |
| Mr. Dattaram P. Kamat | Independent Director |
| Mr. Deepak V. Dhadoti* | Independent Director |
| Mr. Chandan S. Shirgaokar | Non-Executive Director |
*Appointed as member of Audit Committee w.e.f. April 01, 2026 and Mrs. Prabha Kulkarni and Dr. Mallappa Desai were ceased to be a member w.e.f. 31.03.2026 due to completion of their term. Nomination and Remuneration Committee:
| Name of Director | Nature of Directorship |
| Mr. Dattaram P. Kamat | Independent Director (Chairman) |
| Mrs. Meghana A. Mulye* | Independent Director |
| Mr. Subhash G. Kutte | Independent Director |
*Appointed as member of N&R Committee w.e.f. April 01, 2026 and Mrs. Prabha Kulkarni ceased to be a member w.e.f. 31.03.2026 due to completion of her term.
Stakeholders Relationship Committee:
| Name of Director | Nature of Directorship |
| Mrs. Meghana A. Mulye* | Independent Director (Chairman) |
| Mr. Dattaram P. Kamat | Independent Director |
| Mr. Niraj S. Shirgaokar | Non-Executive Director |
*Appointed as member of Stakeholders Relationship Committee w.e.f. April 01, 2026 and Mrs. Prabha Kulkarni ceased to be a member w.e.f. 31.03.2026 due to completion of her term.
Additionally, during the financial year ended March held on January 29, 2026 in Compliance with requirement of Schedule IV of the Companies Act, 2013 and Regulation 25 (3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.
18. Disclosure Under, The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has duly Constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Based on Annual Report of said Committee and as per Section 21 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the disclosure details are as follows: Constitution of Committee as on date of this report a) Members of Committee:
| Name | Role in Committee |
| Ms. Rima Patil | Presiding Officer & Asst. Officer HR & Admin. |
| Mr. M. Ganesan | Member & General Manager Operations |
| Ms. Shreya Shirgaokar | Associate Vice President |
| Ms. V. Manasa Reddy | Associate Vice President |
| Dr. Kalindi Ranbhare | External Member (NGO) |
| Mr. Sandip Jangam | Member & Dy. Manager HR & Admin. |
| Ms. Shobha Shintre | Member & Jr. Officer HR & Admin. |
b) Report of Committee:
| Particulars | Details |
| Number of complaints received during the year | Nil |
| Number of complaints disposed off during the year | NA |
| Number of cases pending for more than ninety days | NA |
| Number of workshops or awareness program carried out against sexual | Nil |
| harassment during the year | |
| Action taken by the Company | NA |
19. Vigil Mechanism / Whistle Blower
The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.
20. Development and Implementation of Risk Management Policy
The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business set-up for the Company. As a part of the Risk Management Policy, the relevant parameters for the protection of the environment, safety of operations and health of people at work are monitored regularly. However, the Company doesnt fall under the applicability of the formation of the Risk Management Committee under regulation 21 of SEBI (LODR) Regulations 2015.
The Board does not foresee any risk which might threaten the existence of the Company.
21. Deposits
The Company has accepted deposits from its members amounting to Rs.60.00 lakhs and repaid
Rs.190.00 lakhsduringthefinancial year 2025-26 as covered as well as exempted under the provisions of section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposit) Rules, 2014. The deposits amounting to Rs.507.50 lakhs are yet to be matured.
Following are the disclosures relating to Deposits accepted:
| Amount | |
| Particulars | Rs. In lakhs |
| Details of deposits accepted during the year | 60.00 |
| Deposits remaining unpaid or unclaimed as at the end of the year | NIL |
| Deposits yet to be matured | 507.50 |
| Default in repayment of deposits or payment of interest thereon during the year, and if so, the number of such cases and the total amount involved: at the beginning of the year; maximum during the year; at the end of the year. | NIL |
| Details of deposits which are not in compliance with the requirements of the Act. | NIL |
Credit Rating
As per the provisions of section 73 of the Companies Act, 2013, credit rating for the outstanding deposits and proposed deposits was obtained from Crisil Ratings on May 29, 2025. The Agency had assigned the Rating of "BBB-/Stable" (pronounced as CRICIL Triple B minus rating with Stable outlook) for the
Deposits.
22. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
A] Conservation of Energy
Energy optimization remained a key focus area during the year, with the Company investing in multiple initiatives to improve operational efficiency, and optimize energy consumption & costs. a. As part of the Companys carbon footprint reduction initiatives, captive solar generation capacity was increased from 2 MW to 10 MW. This is expected to support production of approximately
14,000 MT. Further, recent reforms in third-party open access policies provide an opportunity to secure an additional 6 MW of wind energy access (through PPA), with plans to increase the renewable energy portfolio to support production of up to 20,000 MT. b. The Company successfully completed its brownfield foundry expansion, which is expected to reduce power consumption by approximately 5% through economies of scale. c. To institutionalize continuous improvement in energy performance, the Company successfully obtained ISO 50001 certification for its Energy Management Systems. d. All major energy-consuming equipment has been equipped with VFD drives integrated with smart meters and connected to a centralized energy monitoring system. This enables real-time monitoring of energy consumption patterns and supports timely optimization measures.
B] Technology Absorption
The Company undertook several technological initiatives during the year to enhance manufacturing efficiency, productivity, and operational reliability. a. To improve safety and productivity in the removal of risers, the Company adopted de-risering hammer technology. b. As part of its Industry 4.0 initiative, the Company implemented shopfloor digitization through IoT-enabled systems to facilitate smart data management and improve quality, productivity, and cost efficiency. c. To improve operational reliability, reduce production cycle time, and optimize logistics and operational costs, the Company commissioned a state-of-the-art machining and surface treatment facility. d. An Infrared Oven was installed to reduce coating cycle time and improve process efficiency. e. The implementation of the thermal reclamation plant significantly improved sand reclamation capability from 90% to 98%
C] Foreign Exchange Earnings & Outgo: a. By enlarge all the input material is procured from local suppliers. b. There is continuous effort in minimizing the imports and reduce the consumption of import material. c. During the year, the total foreign exchange outgo is Rs.7,170.86 lakhs and the total foreign exchange earned was equivalent to
Rs.10,564.63 lakhs.
23. Corporate Social Responsibility (CSR)
The report as per section 135 of the Companies Act 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure III.
24. Auditors i) Statutory Auditors
The Companys Auditors, M/s. D A B and
Associates, Chartered Accountants, having FRN - 101119W retire at the ensuing Annual General Meeting of the Company. They have completed their tenure of five years and it is proposed to appoint M/s P. G. Bhagwat LLP, Chartered accountants. M/s
P. G. Bhagwat LLP, Chartered Accountants, having FRN 101118W/W100682 are proposed to be appointed as a Statutory Auditor for the period of 5 years i.e. from the conclusion of the ensuing Annual General Meeting till the Annual General Meeting to be held for the year 2031 at a remuneration as recommended by the Board and approved by the members. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for appointment as a Statutory Auditors of the Company.
ii) Secretarial Auditors pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the provisions of Section 204(1) of the Companies Act, 2013 along with the applicable Rules thereunder, and other applicable provisions, if any, of the Companies Act, 2013 and based on the recommendation of the Audit Committee, the Board of Directors of the Company has appointment of M/s. DVD & Associates,
Company Secretaries (Firm Registration No. S2016MH35900D and Peer review No.
1164/2021) as the Secretarial Auditors of the Company, to hold office for a period of 5 (five) consecutive years to conduct
Secretarial Audit of the Company from the Financial Year ended March 31, 2026 to the financial Year ended March 31, 2030, on such terms of remuneration, including revisions during the tenure, if any, as may be approved by the Board, based on the recommendation of Audit Committee.
The Report of the Secretarial Audit for the Financial Year 2025-26 is annexed herewith as an Annexure II to this Report.
There are no qualifications, reservations or adverse remarks or disclaimers made by the Secretarial Auditors in their report iii) Cost Auditors
Pursuant to provisions of section 148 of
Companies Act 2013, M/s. Dhananjay
V. Joshi & Associates, Cost Accountants (Firm Registration No.000030) have been newly appointed for conducting audit of cost records maintained by the Company for the products, applicable as per Companies (Cost Records and Audit) Amendment Rules, 2014 for F.Y. 2026-27. The Audit Committee of the Company has also recommended the appointment of M/s. Dhananjay V. Joshi & Associates,
Cost Accountants, as Cost Auditor of the Company. Their remuneration is subject to approval by the Members.
Maintenance of Cost Records:
Company is duly maintaining cost records as specified under sub-section (1) of section 148 of the Companies Act, 2013. iv) Internal Auditor
The Board has continued to appoint Mr. Jitendra M. Patil, Chartered Accountant and
Senior Officer -Accounts of the Company, as an Internal Auditor of the Company for the F.Y. 2026-27 pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 of the Companies Act, 2013. Hence there is no change in the appointment of Internal Auditor of the Company.
25. Explanation or Comments of Statutory Auditors and Secretarial Auditor
The Notes on financial statements referred to in the Auditors report are self-explanatory and do not call for any further comments. The Statutory Auditors Report and Secretarial
Audit Report do not contain any qualification, reservation or adverse remarks.
26. Directors Responsibility Statement
Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, the Directors state: That in the preparation of the Annual Accounts for the year ended March 31, 2026, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any; That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period;
They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
That the annual financial statements have been prepared on a going concern basis;
That they have laid down internal financial controls to be followed by the Company and that such internal financials controls are adequate and are operating effectively.
That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
27. Annual Return
As required under Section 92(3) of the Act and the Rules made thereunder and amended from time to time, the Annual Return of the Company in prescribed Form MGT-7 is available on the website of the Company at https:// synergygreenind.com/investors-relations/.
28. Particulars of Loans, Guarantees and Investments
The Company has not given any loan or guarantee or security. The details of investment made by company under Section 186 of the Companies Act, 2013 are disclosed in Note no.2 (Financial Assets: Investments).
29. Particulars of Related Party Transactions
All transactions entered into with Related
Parties as definedunder Section 2(76) of the Companies Act, 2013 during the were in the ordinary course of business and at an arms length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013.
The Company has formulated a policy on materiality of Related Party Transactions and on dealing with Related Party Transactions. The Company has also taken omnibus approval from Audit Committee held on May 19, 2026 for the F.Y. 2026-27.
The particulars of related party transactions in prescribed Form AOC - 2 are attached as
Annexure I. 30. Board Evaluation
PursuanttotheprovisionsoftheCompaniesAct, 2013 and Regulation 17(10) of the Regulations, the Board has carried out performance evaluation of its own performance and that of its committees and individual Directors.
31. Familiarisation Program:
The Company regularly provides orientation and business overview to its directors by way of detailed presentations by the various business and functional heads at Board meetings and through other interactive programs. Such meetings/programs include briefings on domestic and global business of the Company. Besides this, the Directors are regularly updated about Companys new projects, expansion plannings, changes in regulatory environment and strategic direction.
The Board members are also provided relevant documents, reports and internal policies to facilitate familiarization with the Companys procedures and practices, from time to time. The details of programmes for familiarisation for Independent Directors are posted on the website of the Company and can be accessed at https://synergygreenind.com/investors-relations/.
32. Disclosures by Directors:
The Board of Directors have submitted a notice of interest in Form MBP 1 under Section 184(1) as well as intimation by Directors in Form DIR 8 under Section 164(2) and declaration as to compliance with the Code of Conduct of the Company.
33. Code of Conduct for Prohibition of Insider Trading:
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prevention of insider trading, as approved by the Board from time to time, is in force. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price-sensitive information, and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees, connected persons and other employees. The Company also adopts the concept of Trading Window ers, Offic Closure, to prevent its Directors, designated employees, connected persons and other employees from trading in the shares of the Company at the time when there is unpublished price sensitive information.
The Policy is available on the website of the Company at https://synergygreenind.com/ investors-relations/
34. Code of Conduct for Independent Directors:
The Board has also laid down a Code of Conduct for Independent Directors pursuant to Section 149(8) and Schedule IV to the Companies Act, 2013 via terms and conditions for appointment of Independent Directors, which is a guide to professional conduct for Independent Directors and has been uploaded on the website of the Company at following web link: https://synergygreenind.com/investors-relations/
35. Finance and Accounts:
Financial Statement has been prepared in accordance with accounting standards as issued by the Institute of Chartered Accountants of India and as specified in Section 133 of the
Companies Act, 2013 and the relevant rules thereof and in accordance with Regulation 33 of SEBI (Listing Obligations and Disclosureer-Requirements) Regulation, 2015. IND AS is applicable to the Company. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the
Companys financial position.
36. Fraud Reporting:
There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors under subSection (12) of Section 143 of the Companies
Act, 2013 during the financial year.
37. Non-Disqualification of Directors:
All the Directors of the Company are non- disqualified and certificate for the same obtained from the Practicing Company Secretary in annexed as Annexure-A forming a part of Corporate Governance Report.
38. Business Responsibility Statement:
Your Company does not fall under Top 1000 listed entities as per Market Capitalization. Hence, the Business Responsibility Report for the financial year, as stipulated under
Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not enclosed to this Annual Report.
39. Corporate Governance
The Company has been following good Corporate Governance since its inception. The shares of the Company are listed on BSE Ltd. and National Stock Exchange of India Ltd. We are regularly and timely complying with the requirements as per the Listing Agreements. The Company has paid annual listing fees for the Financial Year 2026-27. As required by SEBI Guidelines, a Corporate Governance Report, including the Auditors Certificate on Corporate
Governance is annexed as Annexure V. 40. Internal Control Systems and their adequacy
The Company has an Internal Control Framework, which is commensurate with the size, scale and complexity of its operations. This framework ensures adequate safeguards and process to address the evolving business requirements. The Company has in place adequate internal financial controls with reference to financial statements. The Company adopted Internal Audit Programme specifying mission, scope of work, independence, accountability, responsibility and authority of the said Internal Audit. The Company has
Offi alsoappointedMr.JitendraM.Patil,Sr.
Accounts as internal auditor of the Company for conducting Internal Audit.
In order to ensure that all these systems are working smoothly and with no errors or malfunctions, the Company has an Internal Audit System, which covers various functional areas within the Company as per the audit program drawn up in consultation with the audit committee on an annual basis.
Strengthening of controls is a continuous and evolving process in the Company. The management undertakes preventive and corrective actions, which are then horizontally deployed across the organization. During the year, such controls were put to test and no reportable material weaknesses were observed, either in framing the controls or their implementation.
In addition, the Company has an Audit Committee, which oversees the various aspects of the financial and other controls, including annual operating plans, quarterly reporting of performance, annual accounting etc.
41. Companys Policy on Directors, Key Managerial Personnels and Senior Management Personnel Appointment and Remuneration
The Company has adopted Nomination and Remuneration Policy based on recommendations of Nomination and Remuneration Committee of the Company, for selection and appointment of Directors, Key Managerial Personnels, Senior Management and fixing their remuneration. Disclosures of the ratio of the remuneration of each Director to the median employees remuneration and other details as required pursuant to Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, is provided as "Annexure IV".
The Policy is placed on the Companys website, viz https://synergygreenind.com/investors-relations/
42. Compliances with respect to applicable Secretarial Standards
The Company has ensured compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
43. Insolvency and Bankruptcy Code Update:
No application has been made / No proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.
44. Valuation for one time settlement with Bank and Financial Institution:
The Company has not made any valuation for one-time settlement with banks and financial
Institution. Hence, there is no reason for elaboration on the said aspect.
45. Acknowledgements
Your directors would like to place on record their appreciation for the support to the Company received from the Employees at all levels. Our growth was made possible by their hard work, solidarity, co-operation and support. We would also like to thank our Bankers, Associates and all other clients and well-wishers.
| For and on behalf of the Board of | ||
| Synergy Green Industries Limited | ||
| Sachin R. Shirgaokar | Sohan S. Shirgaokar | |
| Place : Kolhapur | Chairman & Managing Director | Joint Managing Director |
| Date : May 19, 2026 | DIN : 00254442 | DIN : 00217631 |
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